DELIVERIES BY SELLER AND SHAREHOLDERS Sample Clauses

DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders shall deliver to Buyer: (a) Assignment and Assumption Agreement (“Assignment”) and Bxxx of Sale (“Bxxx of Sale”) in the forms attached hereto as Exhibit 3.4(a), duly executed by Seller; (b) motor vehicle Certificates of Title and/or registrations to the Rolling Stock, properly endorsed to Buyer; (c) after receiving confirmation of Seller’s receipt of the Purchase Price in immediately available funds, a receipt duly executed by Seller acknowledging payment by Buyer to Seller of the Cash Purchase Price; (d) Intentionally Deleted; (e) with respect to any Contract, which is assignable, that requires the consent of a third party and which consent can be obtained prior to the assignment thereof, a consent to assignment in a form reasonably satisfactory to Buyer executed by such third party; (f) the documents evidencing the transfer of name of Seller as required by Section 1.8; (g) all keys to Rolling Stock and Equipment in the Seller’s possession (properly tagged for identification); (h) such resolutions, authorizations, certified Articles of Incorporation and Bylaws relating to Seller as are reasonably required by Buyer in connection with this transaction and including (i) Seller’s Articles of Incorporation certified by the Florida Secretary of State; (ii) Seller’s Secretary Certificate as to incumbency and specimen signatures, the resolutions authorizing this Agreement, its Articles of Incorporation and Bylaws; and (iii) a Good Standing Certificate from the Secretary of State of Florida; (i) [intentionally omitted]; (j) the Seller’s Closing Certificate, as contemplated under Section 3.3(a)(iii), duly executed by Seller and each Shareholder; (k) Special Warranty Deeds to the Real Property (the “Deeds”) and Affidavit, copies of which are annexed hereto as Exhibit 3.4(k); (l) the Option Agreement; (m) an executed Transition Agreement in the form of Exhibit 3.4(n) for the operation of the Assets pursuant to the Permits; (n) a check for the Prepaid Accounts Receivable; (o) an updated Prepaid Accounts Receivable Schedule 1.6, as contemplated in Section 1.6 hereof; and (p) all other documents, instruments and writings reasonably requested by Buyer to be delivered by Seller at or prior to the Closing; and (q) a compact disc containing all Customer Accounts, including name, address, terms, rates, manual and automated routing and billing information, data and components thereof related to the Company in a machine readable format.
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DELIVERIES BY SELLER AND SHAREHOLDERS. On the Closing Date, Seller will deliver the following: (a) a Bill of Sale, Assignment and Assumption of Liabilities Agreexxxx, in form and substance satisfactory to Buyer and MegaMedia, conveying, selling, transferring and assigning to Buyer all of the Assets (the "Bill of Sale"); (b) a certificate confirming that xxx representations and warranties of Seller set forth herein were true and correct on and as of the Closing Date and that all covenants to be performed by Seller as of such date had been fully performed and complied with; (c) certified resolutions of the Board of Directors and the Shareholders of Seller, in form reasonably satisfactory to counsel for Buyer, authorizing the Seller's execution, delivery and performance of this Agreement, and all actions to be taken by Seller hereunder; (d) good standing certificate evidencing active corporate status of Seller in Florida as of a date not more than five (5) calendar days prior to the Closing Date; (e) the Sublease, in form and substance satisfactory to Buyer and MegaMedia; (f) a subscription agreement (contained in the Registration Rights Agreement defined in Section 4.3(c), below); (g) an opinion of Seller's counsel in form and substance satisfactory to Buyer; and (h) such other additional instruments of sale, assignment or transfer as may be reasonably required by Buyer.
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DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders shall deliver to Purchaser the following executed documents: (a) a General Conveyance, Assignment and Xxxx of Sale, in form and substance satisfactory to Purchaser, and Sellers, conveying, selling, transferring, and assigning to Purchaser all of the Assets (the "Xxxx of Sale"); (b) Certificates of Title and/or registrations to the Rolling Stock property endorsed to Purchaser; (c) a receipt acknowledging payment by Purchaser of the Purchase Price; (d) fully executed consents to the assignment of the Customer Accounts, if any, in form and substance satisfactory to Purchaser; (e) the documents evidencing Seller's change of Business Names as required by Section 1.5; (f) a certified copy of the resolutions of the Shareholders and directors of Seller authorizing the execution, delivery and performance of this Agreement, the sale of the Assets to Purchaser, and the consummation of the transactions contemplated herein, and a certificate of secretary of Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect, along with an incumbency certificate of Seller; (g) required consents for assignment of leases, if any; (h) the assignment of the Permits described on Schedule 5.21; (i) an opinion of counsel to Seller and Shareholder, in form and substance reasonably satisfactory to Purchaser; (j) consents to the assignment of Assumed Contracts, if any; and (k) such other documents or separate instruments of sale, assignment or transfer reasonably required by Purchaser.
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DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders, as applicable, shall deliver, or cause to be delivered, to Buyer the following: (a) such bills of sale, assignments and other appropriate instruments of transfer as shall be necessary to vest in Buyer as of the Closing Date, all right, title and interest of Seller in and to the Purchased Assets free and clear of any Liens, all in form and substance satisfactory to Buyer and Seller; (b) the Employment Agreements; (c) the Noncompetition Agreements; (d) the Management Agreement; (e) a certificate of the Secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the Articles of Incorporation of Seller certified by the Secretary of State of the State of Arizona and dated within thirty (30) calendar days of the Closing Date, (ii) the bylaws of Seller, (iii) the resolutions of the board of directors of Seller and the Shareholders approving and authorizing this Agreement and the transactions contemplated by this Agreement, (iv) a good standing certificate of Seller issued by the Secretary of State of Arizona and the Secretary of State of Ohio, each dated within thirty (30) calendar days of the Closing Date; (f) estoppel certificate and consent from Lander Enterprises Co., L.P. with respect to the Lease in the form attached hereto as Exhibit F; (g) estoppel certificate and consent from Vanguard Software Corporation with respect to the Standard Contract for Software Development Services dated November 14, 2005 and the Standard Contract for Software Development Services dated April 18, 2006, in the form attached hereto as Exhibit G; (h) consent from Praetorian Insurance Company (f/k/a Insurance Corporation of Hannover) with respect to the General Agency Agreement, in the form attached hereto as Exhibit H; (i) any and all required consents necessary for the assignment of the other Key Contracts and Licenses, if any, to Buyer, in form and substance reasonably acceptable to Buyer; (j) an opinion of Bxxxx & Hxxxxxxxx LLP, counsel to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and counsel to Buyer; (k) evidence reasonably satisfactory to Buyer of the change of Seller’s name to a name dissimilar to and not derivative of US Specialty Underwriters, Inc., Republic Western Specialty Underwriters, Inc. and MxxXxxxxx and Gxxxxxx; (l) the Registration Right Agreement; and (m) any other documents and instruments required by this Agreement or reasonably request...
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DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, ----------- ------------------------------------- Seller shall deliver to Buyer, all duly executed the following: (a) a General Conveyance, Assignment and Xxxx of Sale with full warranties of title in form and substance satisfactory to Buyer and Seller, conveying, selling, transferring and assigning to Buyer all of the Assets (the "Xxxx of Sale"); ------------ (b) all motor vehicle Certificates of Title and registrations to the Rolling Stock executed for transfer to the Buyer;
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DELIVERIES BY SELLER AND SHAREHOLDERS. 44 TABLE OF CONTENTS SECTION PAGE
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DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders shall deliver to Buyer (duly executed where appropriate):
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Related to DELIVERIES BY SELLER AND SHAREHOLDERS

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

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